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without limitation, sums paid in settlement of claims, attorneys' fees, consultant fees, and expert <br />fees (collectively "claims") arising from any act or omission of County or a County contractor in <br />connection with the County's design and construction of the Flood Mitigation Berm and the <br />County Fence. <br />Flying M, Moeur and Kelly shall defend, indemnify, and hold harmless the County and its <br />employees and agents for, from and against all claims, demands, judgments, assessments, <br />damages, penalties, fines, costs, liabilities or losses including, without limitation, sums paid in <br />settlement of claims, attorneys' fees, consultant fees, and expert fees (collectively "claims") arising <br />from any act or omission of Moeur, Kelly or Flying M or their contractors in connection with the <br />design and construction of the County Fence if they exercise their right to upgrade the design of <br />the County fence and assume responsibility for the design and construction of the County Fence. <br />The indemnity and hold harmless described above applies to, without limitation, any claims <br />for: injury to or death of persons; damage to property; nuisance; mechanics' and materialmen's <br />liens; workers' compensation and unemployment taxes; fines and penalties; release of hazardous <br />substances including, without limitation, petroleum products and chlorinated solvents, and claims <br />arising from either Party's activities under this Agreement. <br />8. Assignment. This Agreement shall be freely assignable by Flying M, Moeur and/or Kelly to <br />any purchaser or successor in interest to ownership of the Flying M Adjacent Property. County shall <br />not assign or transfer any of its rights under this Agreement without the prior written consent of Moeur <br />and Kelly, which consent shall not be unreasonably withheld. <br />9. Successors and Assigns. The rights and obligations herein shall inure to the benefit of <br />and be binding upon the respective heirs, devisees, successors and assigns of the Parties. <br />10. Severabili • Relation to Existine Law. If any provision of this Agreement is invalid, <br />illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and <br />provisions of this Agreement shall nevertheless remain in full force and effect so long as the <br />economic or legal substance of the post -closing work contemplated by this Agreement is not <br />affected in any manner adverse to either Party. Upon any such determination, the Parties shall <br />negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as <br />closely as possible in an acceptable manner to the end that the post -closing work contemplated by <br />this Agreement is fulfilled to the extent possible. Notwithstanding any other provision of this <br />Agreement, the invalidation of any provision herein relating to the Parties' remedies shall not be <br />interpreted to prevent an injured Party from seeking actual damages. If subsequent to the date of <br />this Agreement valid State or Federal laws or regulations governing the relationship between <br />Flying M and County take effect, this Agreement shall be considered to incorporate such laws or <br />regulations so long as they shall be effective, and any provision of this Agreement in conflict <br />therewith shall during such period be void. <br />11. No Waiver. No failure of either Party to exercise any power given hereunder or to insist <br />upon strict compliance with any obligations specified herein, and no custom or practice at variance <br />with the terms hereof, shall constitute a waiver of any Party's right to demand strict compliance <br />with the terms hereof; provided, however, that any Party may, at its sole option, waive any <br />